Big Lots 2013 Annual Report Download - page 71

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The total number of common shares available for Awards under the 2012 LTIP is equal to the sum of (1) 7,750,000
newly issued common shares plus (2) any common shares subject to the 4,702,362 outstanding awards as of
March 15, 2012 under the 2005 LTIP that on or after March 15, 2012 cease for any reason to be subject to such
awards (other than by reason of exercise or settlement of the awards to the extent they are exercised for or settled in
vested and nonforfeitable common shares).
Of the total number of common shares available for grant under the 2012 LTIP, no more than 7,750,000 common
shares may be issued pursuant to grants of ISOs during the term of the 2012 LTIP. A participant may receive
multiple Awards under the 2012 LTIP.
Each stock option granted under the 2012 LTIP allows the recipient to acquire our common shares, subject to the
completion of a vesting period and continued employment with us through the applicable vesting date. Once vested,
these common shares may be acquired at a fixed exercise price per share and they remain exercisable for the term
set forth in the award agreement. Stock option awards made under the 2012 LTIP vest on the anniversary of the
grant date at a rate of 25% per year over the first four years of the seven year option term. Pursuant to the terms of
the 2012 LTIP, the exercise price of a stock option may not be less than the average trading price of our common
shares on the grant date or, if the grant date occurs on a day other than a trading day, on the next trading day.
Under the restricted stock awards granted pursuant to the 2012 LTIP (other than those made to the outside
directors, which are discussed in the “Director Compensation” section of this Proxy Statement), if we meet the first
trigger and the recipient remains employed by us, the restricted stock will vest at the opening of our first trading
window after the fifth anniversary of the grant date. If we meet the second trigger for any fiscal year ending prior
to the fifth anniversary of the grant date and the recipient remains employed by us, the restricted stock will vest
on the first trading day after we file with the SEC our Annual Report on Form 10-K for the year in which the
second trigger is met. The restricted stock will also vest on a prorated basis in the event that the recipient dies or
becomes disabled after we meet the first trigger but before the lapse of five years. The restricted stock will be
forfeited, in whole or in part, as applicable, if the recipient’s employment with us terminates prior to vesting. See
the “Our Executive Compensation Program for Fiscal 2013 – Equity for Fiscal 2013” section of the CD&A and
the “Potential Payments Upon Termination or Change in Control – Rights Under Post-Termination and Change in
Control Arrangements” section below for more information regarding the equity awards made under the 2012 LTIP
in fiscal 2013.
The Retention Awards granted pursuant to the 2012 LTIP, will vest and be transferred to the recipient without
restriction on the earlier of: (1) the first trading day that is 18 months following the grant date; or (2) the first
trading day following the recipient’s termination of employment if such termination of employment is the result
of the recipient’s (A) dismissal by us without cause (as defined in the Retention Award Agreement) or (B) death
or disability (provided, however, if the recipient dies or suffers a disability, only 1/18th of the Retention Award
will vest for each consecutive month that the recipient completed with us between the recipient’s termination).
If termination of employment is the result of any reason other than the recipient’s dismissal by us without cause,
death or disability (including by reason of the recipient’s retirement, resignation or dismissal by us for cause),
then the Retention Award Agreement will expire and all of the recipient’s rights in the Retention Award will be
forfeited. Upon a change in control (as defined in the 2012 LTIP), any outstanding Retention Awards will vest.
The performance share units awarded to Mr. Campisi in fiscal 2013 vest in one-third increments if the market price
of our common shares appreciates, for a period of 20 consecutive trading days, to prices that are 110%, 120% and
130% of the grant date market value of $37.13 (i.e., appreciate to $40.84, $44.56 and $48.27) before the earlier to
occur of the termination of his employment or the seventh anniversary of the grant date.
Upon a change in control (as defined in the 2012 LTIP), all awards outstanding under the 2012 LTIP automatically
become fully vested. For a discussion of the change in control provisions in our named executive officers’
employment agreements and senior executive severance agreements and the 2012 LTIP, see “Potential Payments
Upon Termination or Change in Control – Rights Under Post Termination and Change in Control Arrangements”
section below.